Adynxx, Inc. entered into a definitive merger agreement to acquire Alliqua BioMedical, Inc. (NasdaqCM:ALQA) in a reverse merger transaction on October 11, 2018. The transaction would result in the stockholders of Adynxx becoming majority owners of Alliqua’s outstanding common stock on a fully-diluted basis. The transaction is structured as a stock-for-stock transaction, whereby all of Adynxx’s outstanding shares of common stock and securities convertible into or exercisable for Adynxx’s common stock will be converted into Alliqua common stock and securities convertible into or exercisable for Alliqua common stock. Each outstanding Adynxx stock option and each outstanding warrant that has not previously been exercised prior to the effective Time will be assumed by Alliqua. Under the exchange ratio formula, which may be adjusted under certain circumstances, the former Adynxx securityholders are will own approximately 86% of shares of the Alliqua common stock, and the existing stockholders of Alliqua will own approximately 14% of the Alliqua common stock issued and outstanding following the consummation of the merger. Under the transaction, Adynxx will become a wholly-owned subsidiary of Alliqua BioMedical, Inc. and the surviving corporation of the merger. Upon closing of the transaction, Alliqua BioMedical, Inc. will be renamed to Adynxx, Inc. Upon termination of the transaction under specified circumstances, Alliqua or Adynxx, as applicable, may be required to pay the other party a termination fee of $0.25 million. The resultant company will be headquartered in San Francisco, California under the leadership of Adynxx’s current management team. The Board of Directors of Alliqua will consist of such directors selected by Adynxx, with Alliqua having the right to designate one member. The executive officers of Alliqua immediately after the effective time will be designated by Adynxx. Prior to closing, Alliqua will seek stockholder approval to conduct a reverse split of its outstanding shares to satisfy listing requirements of the Nasdaq Capital Market. The combined company is expected to trade on the Nasdaq Capital Market under a new ticker symbol. The transaction remains subject to certain conditions, including approval by Alliqua’s and Adynxx’s stockholders, any waiting period applicable to the consummation of the merger under the HSR Act will have expired or been terminated, the shares of Alliqua Common Stock to be issued in the transaction shall have been approved for listing on the Nasdaq, subject to official notice of issuance, execution of lock-up agreements, dissenting rights limited and resignation of each of the members of the Board of Directors of Alliqua. The transaction has been unanimously approved by the Board of Directors of both Adynxx and Alliqua. As on March 8, 2019, the transaction has been approved by the shareholders of Alliqua. The transaction is expected to close by the first quarter of 2019. On April 11, 2019, the Alliqua BioMedical and Adynxx entered into amendment no. 2 to the merger agreement which extends the End Date set forth in the merger agreement from April 11, 2019 to April 30, 2019. As per the amendment, Board of Directors of Alliqua BioMedical declared a special cash dividend of $1.05 for each share of common stock outstanding as of the close of business on April 22, 2019, subject to completion of transaction with Adynxx and satisfaction of other conditions. The transaction is expected to close on May 3, 2019. H.C. Wainwright & Co., LLC acted as the financial advisor, and Rick A. Werner and Greg Kramer of Haynes and Boone, LLP acted as the legal advisor to Alliqua BioMedical, Inc. MTS Securities, LLC acted as the financial advisor, and Laura Medina and John McKenna of Cooley LLP acted as the legal advisor to Adynxx, Inc. Cowen and Company, LLC acted as financial advisor to Alliqua BioMedical. D.F. King acted as the proxy solicitor to Alliqua BioMedical and will be paid a fee of $0.01 million. Alliqua paid H.C. Wainwright & Co., LLC a fee of $0.05 million at the time of its engagement and a fee of $0.25 million for rendering its fairness opinion delivered in connection with the Merger. Additional fees of $0.35 million in cash, stock valued at $0.3 million and warrants valued at $0.05 million are contingent on the consummation of the transaction. Adynxx, Inc. completed the acquisition of Alliqua BioMedical, Inc. (NasdaqCM:ALQA) in a reverse merger transaction on May 3, 2019. Alliqua has changed its name to Adynxx, Inc. The combined organization will commence trading on May 6, 2019 on the Nasdaq Capital Market under the symbol “ADYX.” The management includes Rick Orr, Chief Executive Officer, Donald C. Manning, Chief Medical Officer and Julien Mamet, founder and Chief Scientific Officer. In conjunction with the closing, Pierre Legault and Matthew Ruth have joined as Directors. On May 3, 2019, prior to the consummation of the merger, Alliqua effected a one-for-six reverse stock split. All issued and outstanding Alliqua shares were subject to the reverse stock split. No fractional shares will be issued in connection with the reverse stock split. Instead, cash will be paid in lieu of fractions of shares. Following the reverse stock split and merger, the combined organization is expected to have approximately 5.8 million shares outstanding. Adynxx will pay the previously announced special cash dividend of $1.05 per share as soon as practicable following consummation of the reverse stock split and merger. Adynxx expects to receive a written notification from the Listing Qualifications Department of Nasdaq notifying the company that Nasdaq has determined, among other things, that the company’s stockholders’ equity does not comply with the minimum stockholders’ equity requirement for initial listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5505. Adynxx expects to submit a plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5505.